<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Form 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
For the Fiscal Year Ended Commission File Number
December 31, 1999 #33-19736-A
Condev Land Fund II, Ltd.
-------------------------
(Exact Name of Registrant as
specified in its charter)
Florida #59-2862457
- ------------------------------ -------------------
(State or other jurisdiction (IRS Employer ID #)
of incorporation or
organization)
2479 Aloma Avenue
Winter Park, Florida 32792
- ------------------------------- ----------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (407) 679-1748
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
None
----
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No_______
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant:
Not Applicable
--------------
<PAGE>
CONDEV LAND FUND II, LTD.
Table of Contents
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I
Item 1. Business 1
Item 2. Properties 2
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
Part II
Item 5. Market for Registrant's Common Equity and Related Security Holder Matters 4
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 4
Item 8. Financial Statements and Supplementary Data 6
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 16
Part III
Item 10. Directors and Executive Officers of the Registrant 16
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial Owners and Management 16
Item 13. Certain Relationships and Related Transactions 17
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 18
Signatures 19
Annual Report to Limited Partners 20
</TABLE>
<PAGE>
PART I
Item l.
Business:
--------
Condev Land Fund II, Ltd. (the "Partnership") is a Florida limited
partnership formed on December 16, 1987 under the Florida Revised
Uniform Partnership Act. The Partnership was formed for the purpose of
acquiring and holding for investment pre-development land in Central
Florida. The Partnership registered with the Securities and Exchange
Commission and sold to investors a total of 29,798 units of limited
partnership interest at an initial offering price of $250 per unit. The
Partnership had collected $7,449,500 in Limited Partnership capital as
of December 31, 1989.
As provided under the terms of the Partnership Agreement the Partnership
was to be in existence until December 31, 1995. In accordance with the
Florida Limited Partnership Law and the Partnership Agreement, after
December 31, 1995 the Partnership has been in liquidation with no change
in the status of the limited partners or General Partner.
The Partnership has purchased seven properties to be held for investment
in the Central Florida area. One parcel was purchased during 1988, five
parcels were purchased during 1989 and one parcel was purchased during
1990. Refer to Item 2. Properties for full details.
Since the Partnership is in liquidation, the primary objective of the
Partnership is to sell properties at current market prices and
distribute the net proceeds to partners. To this end, the General
Partner is constantly monitoring area developments which are likely to
effect the salability of each property. This includes area commercial
and residential development, comparable sales transactions, road and
highway improvements, requests for zoning or comprehensive land use
changes, and changes in the availability of utilities. The General
Partner or its representatives attend county commission meetings,
planning and zoning hearings and community information meetings as part
of this endeavor. Properties are priced after consideration is given to
all of these factors.
Properties are marketed through a combination of direct advertising,
including "For Sale" signs located on each property, contact with the
local, national and international brokerage communities, and direct
contact with potential purchasers. Extensive marketing materials and
relevant development information is maintained and constantly updated
for use by potential buyers.
In addition to trying to sell the portfolio properties, the Partnership
must manage the properties in the best interest of the partners. This
includes traditional property maintenance such as insuring the property
against liability, paying and appealing for adjustment, when
appropriate, real estate taxes, mowing and trash removal. It also
entails reacting promptly to area developments to insure that vested
development rights are preserved or marketability of the property is
enhanced. In some cases, it is necessary to retain consultants to assist
with this effort. In other cases, expenditure of partnership reserves is
required to keep the property properly positioned for sale.
The Partnership has no employees. Messrs. Robert N. Gardner and Joseph
J. Gardner are the general partners of Condev Associates, a Florida
general partnership, which is the General Partner of the Partnership
(the "General Partner").
1
<PAGE>
Item 2.
Properties:
----------
Since its inception, the Partnership has purchased seven properties for
investment in the central Florida area. During 1994, one entire property
and part of another property were sold. There were no sales of land
during 1995. During 1996, three parcels were sold, and during 1997, one
entire parcel was sold. There were no sales of land during 1998, and two
sales during 1999. As of December 31, 1999, the Partnership owned or had
an investment in two parcels of one remaining property. At year end
1999, the Partnership had contracts for sale of both of these parcels.
The following is a summary of all properties acquired by the
Partnership:
Parcel 1:
--------
This was originally a 12.04-acre parcel of vacant land located at the
northwest corner of Alafaya Trail and McCulloch Road in Seminole County,
Florida. It was acquired by the Partnership on August 31, 1988 for a
price of $1,500,000.
During the first quarter of 1994, the Florida Department of
Transportation (FDOT) condemned 2.81 acres of the 12.04-acre commercial
parcel. The FDOT paid $676,800 as compensation for the taking. Of the
compensation awarded, the Partnership received $608,635; the balance
paid attorney's fees costs and taxes.
The Partnership sued the FDOT for additional compensation for the taking
of the property. This suit was settled on September 27, 1994 by
mediation which resulted in an additional $388,200 cash payment by FDOT
to the Partnership. Of this amount, $97,050 was used to pay legal fees.
As provided by Florida State law, these legal fees were refunded to the
Partnership during the first quarter of 1995.
On November 19, 1996 the Partnership entered into an Agreement of Sale
relating to this parcel with a developer who intended to construct a
retail center on the site. The Agreement was subsequently restructured
to provide for the sale in two separate transactions. On July 31, 1997,
the sale of approximately 23,690 square feet of this site was concluded.
The purchase price was $350,000. In addition, the Partnership sold sewer
capacity which had been reserved for the site. After expenses of the
sale, the Partnership realized net proceeds of $312,120.
On July 30, 1999, the Partnership concluded the sale of the remaining
8.659 acres at this location. The buyer was Main Street Development
Corp., and the purchase price was $1,060,000. In addition, Main Street
Development acquired sewer capacity which the Partnership had previously
reserved for the Property. After expenses of the sale, which included
legal fees, closing costs and a 10% real estate commission paid to two
non-affiliated brokers, the Partnership realized net proceeds of
$949,188. The Partnership distributed a total of $923,978, or $31 per
unit of limited partnership interest in August, 1999.
Parcel 2:
--------
On February 6, 1989, the Partnership purchased, in joint venture with an
affiliated partnership, Condev Land Growth Fund '86, Ltd., a 19+/- acre
tract located immediately north of the University of Central Florida for
$737,355.
On April 22, 1996, the joint venture sold this property to Royal
Apartments USA based in Champaign, Illinois. The purchase price for this
parcel was $1,190,000, which included $35,000 paid by the purchaser as
additional consideration to extend the closing date. After expenses of
the sale, the net proceeds realized by the Joint Venture were
$1,104,330. A total of $1,080,000 was distributed to limited partners in
May, 1996, $540,000 to limited partners of Condev Land Growth Fund `86,
Ltd., and $540,000 to limited partners of Condev Land Fund II, Ltd. The
balance was added to Partnership reserves.
After payment of all final expenses Condev/McCulloch Road Joint Venture
was terminated.
Parcel 3:
--------
This is a 15.938 acre, commercially zoned parcel located in Lake County,
Florida between Tavares and Leesburg on U.S. Highway 441. The
Partnership paid $1,275,000 for this parcel in March, 1989. Together
with Parcel 4, this property was sold in June, 1996. See Parcel 4 below.
2
<PAGE>
Parcel 4:
--------
This is a 1.85-acre commercial parcel which adjoins parcel 3 and squares
off the property. The property was acquired in June, 1989 for $395,000.
On June 14, 1996, the Partnership concluded the sale of this parcel, along
with parcel 3 described above, to Home Depot USA, Inc. The purchase price
for these two parcels was $2,750,000. After the expenses of the sale, the
net cash proceeds realized by the Partnership were $2,433,823. A total of
$2,425,000 was distributed to limited partners in July 1996. The balance
was added to partnership reserves.
Parcel 5:
--------
This parcel originally consisted of 4.6512 acres of commercially zoned
property located on the north side of U.S. Highway 27-441 in Lady Lake,
Lake County, Florida. The Partnership received an appraisal of $2.50 per
square foot or $535,000 for the property at the time of purchase.
On June 5, 1990 the Partnership sold 1.785 acres of the total 4.6512 acre
site to SunBank N.A. for $375,000.
On October 10, 1994, the Partnership sold the remaining portion of this
parcel to First Federal Savings Bank of Lake County for $475,000.
Parcel 6:
--------
This is a 111.64-acre parcel located on U. S. Highway 27 in Lake County
approximately one mile north of U.S. 192 and five miles from Walt Disney
World. The property is zoned as a Planned Development comprised of single-
family, multi-family and commercial uses.
Date of Purchase: November 11, 1989
Total Purchase Price: $1,574,761
Additional Capitalized Costs: 717,186
----------
$2,291,947
Less: Sale during 1999 (912,869)
----------
$1,379,078
In January, 1998, the Partnership entered into a Contract for Sale and
Purchase of 20 acres of this parcel zoned for multi-family development. The
buyer anticipates developing 358 apartment units on the site. Closing of
this transaction is dependent upon the sale of bonds through the Florida
Housing Finance Administration (FHFA), and was originally scheduled to
occur shortly before year-end 1998. However delays in obtaining the water,
sewer and entrance road permits delayed the anticipated closing until the
spring of 1999. The buyer's priority on obtaining FHFA financing was
deferred to early 2000. The transaction has now closed in escrow, and
funding is expected in February, 2000. The buyer has released all escrow
deposits to the Partnership, has made a substantial payment to the
Partnership, and has agreed to pay interest on the purchase price until
funding.
The 71 acre single family section of this property is currently under
contract with an investor who plans to develop single family lots for sale
to residential builders. Closing is currently scheduled for March, 2000.
On December 23, 1999, the Partnership concluded the sale of the 20-acre
commercial portion of the Glenbrook Planned Development located on US
Highway 27 in Lake County, Florida. The buyer was M. D. Glenbrook, LLC. a
developer of retail shopping facilities. The purchase price was $1,850,000.
After expenses of the sale, which included legal fees, closing costs and a
10% real estate commission paid to three non-affiliated real estate
brokers, the Partnership realized net proceeds of $1,635,494. The
Partnership used $404,817 of the net proceeds to pay off the outstanding
loan under the Partnership's line of credit which was used to pay the costs
of bringing sewer and water service to the property. The Partnership
distributed a total of $1,200,859, or $40.30 per unit to limited partners
on December 29, 1999. In accordance with the terms of the Partnership
Agreement, the balance was kept in reserve for future anticipated costs.
Parcel 7:
--------
Parcel 7 is a tract of land consisting of approximately 7 developable and
15.57+/- total acres in the City of Maitland. The property was acquired in
June, 1990 for $375,000.
On August 30, 1997, the Partnership concluded the sale of the majority of
this parcel to Highwoods, Florida Holdings, L.P. The sale price was
$715,000. In addition the Partnership sold a small piece of this property
to a non-affiliated owner of a property abutting this property for $30,000,
making the total gross proceeds of the combined sale $745,000. After
expenses of the two sales, the net proceeds realized by the Partnership
were $696,342.57.
3
<PAGE>
Item 3.
Legal Proceedings:
-----------------
As of December 31, 1999, the Partnership was not subject to any pending
legal proceedings.
Item 4.
Submission of Matters to a Vote of Security Holders:
---------------------------------------------------
No matter was submitted to Unit Holders for a vote during the fourth
quarter of the year ended December 31, 1999.
PART II
Item 5.
Markets for Registrant's Common Equity and Related Security Holder
------------------------------------------------------------------
Matters:
-------
(a) There has not been a public secondary market and it is not
anticipated that a public secondary market for the Units will develop.
Beginning in September, 1998, LP Investors, LLC, an investment company
based in Atlanta, Georgia, has been soliciting limited partners to sell
their units in the Partnership. As of year-end 1999, LP Investors or its
affiliates had acquired 1,458 units of limited partnership interest, or
approximately 4.89% of the total issued and outstanding units. LP
Investors has advised the Partnership that these purchases have been for
investment purposes only, and that LP Investors has no intention of
managing the Partnership. Neither the Partnership, the General Partner,
nor any of its officers, employees or affiliates is in any way connected
with LP Investors or any of its affiliates.
(b) As of December 31, 1999, there were approximately 840 holders of
record of the Units of the Partnership.
(c) There are no regularly scheduled distributions to limited partners.
Distributions are made subsequent to sale of Partnership properties
after provision has been made for adequate reserves to cover anticipated
future expenses of the Partnership. Unit holders received cash
distributions totaling $2,124,597, $-0-, and $978,110 during the years
ended December 31, 1999, 1998, and 1997.
Item 6.
Selected Financial Data:
-----------------------
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenue $ 873,377 $ 6,750 $ 589,654 $ 913,179 $ 19,549
Net Income (Loss) 781,836 (54,066) 517,779 842,315 (62,680)
Total Assets 1,550,658 2,681,594 2,692,772 3,151,702 5,271,404
Partnership
Capital 1,290,125 2,632,886 2,686,952 3,147,283 5,269,968
</TABLE>
The above selected financial data should be read in conjunction with the
financial statements and related notes appearing elsewhere in this
annual report.
Item 7.
Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations:
-------------
Year 2000
---------
The Partnership is heavily dependent upon a computer system to
accurately maintain limited partner records, including name and address
information, number of units owned, distribution historical records, and
to print limited partner distribution checks. The Partnership engaged a
computer consultant to make system changes so the operation of the
Partnership was not affected by the date change at the end of 1999. The
cost of evaluating the current system and bringing it up to date to be
year 2000 compliant was less than $1,000.
January 1, 1999 through December 31, 1999
-----------------------------------------
During 1999, the General Partner focused on concluding the contracts in
place at the end of 1998, marketing the remaining property, and managing
the properties to protect existing development rights
4
<PAGE>
which would allow development of the properties. There were two sales of
property during 1999. See Item 2. Properties, Parcel 1 and Parcel 6 for
-----------------------------------------
details. Distributions to limited partners totaled $2,124,597 for the year.
For the year ended December 31, 1999, total income was $873,377, compared
with $6,750 for the year ended December 31, 1998. There were two sales of
property during 1999 generating a net gain of $864,267. In 1998, there were
no sales of land. The remaining sources of revenue remained relatively
constant in both 1998 and 1999, and consisted primarily of interest income.
Expenses increased in 1999 to $91,541 compared to $60,816 in 1998. The
primary reason for the increase was interest expense, which was $29,760 in
1999 compared to $724 in 1998. The Partnership borrowed money under its
secured bank line of credit during 1999 to pay for the cost of running
sewer and water service to the site, and for improvements to Glenbrook
Blvd. This debt was repaid in full out of closing proceeds from the sale of
the commercial parcel. Real estate taxes declined in 1999 because of the
sale of properties. This expense category will continue to decline as
portfolio properties are sold. The remaining expenses remained relatively
unchanged from year to year.
Net income for the year ended December 31, 1999 was $781,836 compared to a
loss of $54,066 in 1998.
Total assets decreased from $2,681,594 at December 31, 1998 to $1,550,658
at December 31, 1999. This is because of the sale the property during the
year and subsequent distribution of net proceeds to limited partners.
Assets will continue to decline as properties are sold and the proceeds are
distributed to partners.
Financial projections - 2000
----------------------------
For 2000, the General Partner estimates that approximately $5,000 will be
required to pay real estate taxes on the remaining property held by the
Partnership, assuming the existing contracts close by June. In addition,
the General Partner estimates that property associated holding costs will
total approximately $6,000 during 2000 and the costs of administration,
legal and accounting will require approximately $10,000. These three
categories of expense, totaling $21,000, will be paid from Partnership
reserves which were $98,357 at 1999 year-end. At the level of costs
associated with the Partnership's business as set out above, the
Partnership has reserves at year end 1999 to fund approximately 2 years of
costs.
The General Partner estimates that the two remaining parcels will be sold
in 2000 resulting in cash to the Partnership in the approximate amount of
$2,500,000. If concluded as estimated, the sale proceeds would result in a
distribution to the limited partners of the full net cash proceeds.
Existing reserves would be used to settle all final liabilities of the
Partnership. If the closings do occur as expected, all liabilities of the
Partnership will be paid and a final distribution to limited partners will
be made shortly thereafter. The Partnership will then be terminated.
January 1, 1998 through December 31, 1998:
-----------------------------------------
For the year ended December 31, 1998, total revenues were $6,750. This
compares to total revenues of $589,654 for the year ended December 31,
1997. In 1997, gains on the sale of land totaled $536,132. There were no
sales of land during 1998. Other income in 1998 included interest on cash
and cash equivalents in the amount of $4,675, down from $10,022 in 1997,
reflecting an overall lower level of cash balances during 1998. In 1997 the
Partnership recognized income from forfeited deposits from potential buyers
of land amounting to $40,000.
Expenses of the Partnership decreased from $71,875 for the year ended
December 31, 1997 to $60,816 for the year ended December 31, 1998. The
primary reason for the decrease was a decline in professional fees which
decreased from $32,738 in 1997 to $12,964 in 1998. Professional fees will
vary from year to year, depending on the engineering, architectural or
environmental requirements of each property. Other expenses remained
relatively constant from 1997 to 1998.
Total assets of the Partnership declined slightly from $2,692,772 at
December 31, 1997 to $2,681,594 at December 31, 1998. Total assets can be
expected to decline as properties are sold and the proceeds are distributed
to limited partners. Liquidity remained at an adequate level to meet
anticipated costs of managing the partnership. Cash and cash equivalents
were $168,989 at December 31, 1997, and decreased to $94,530 by year-end
1998. The General Partner may elect to augment liquid reserves to meet
future costs from the proceeds of anticipated land sales during 1999.
January 1, 1997 through December 31, 1997:
------------------------------------------
For the year ended December 31, 1997, total revenues were $589,654. This
compares to total revenues of $913,179 for the year ended December 31,
1996. In 1997, gains on the sale of land totaled $536,132, down from
$737,235 in 1996. In addition, in 1996, the Partnership's joint
5
<PAGE>
venture, Condev McCulloch Road Joint Venture, sold its property and
reported a gain of $146,799. Other income in 1997 included interest on
cash and cash equivalents in the amount of $10,022, essentially
unchanged from $9,379 in 1996, and forfeited deposits from potential
buyers of land amounted to $40,000 in 1997 and $13,000 in 1996.
Expenses of the Partnership increased very slightly between 1996 and
1997, rising from $70,864 to $71,875. However, the composition of
expenses incurred changed. Taxes and permits, which were $29,400 in
1996, declined to $10,159 in 1997. Real estate taxes can be expected to
decline as portfolio properties are sold. Professional fees offset the
decrease in taxes and permits, rising from $11,197 in 1996 to $32,738 in
1997. This was the result of the need for additional engineering work on
the Partnership's property in Lake County, plus the additional legal
fees associated with terminated contracts.
Total assets of the Partnership declined from $3,151,702 at December 31,
1996 to $2,692,772 at December 31, 1997. This reflects net profit of the
Partnership for the year less distributions to limited partners in the
amount of $978,110 during the year. Liquidity remained at an adequate
level to meet anticipated costs of managing the partnership. Cash and
cash equivalents were $168,989 at December 31, 1997, compared to
$169,876 a year earlier.
Item 8.
Financial Statements and Supplementary Data:
-------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 7
FINANCIAL STATEMENTS
Balance sheets 8
Statements of operations 9
Statements of partners' capital 10
Statements of cash flows 11
Notes to financial statements 12 - 15
</TABLE>
6
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Condev Land Fund II, Ltd.
Winter Park, Florida
We have audited the accompanying balance sheets of Condev Land Fund II,
Ltd. (a Florida Limited Partnership) as of December 31, 1999 and 1998, and the
related statements of operations, partners' capital, and cash flows for each of
the three years in the period ended December 31, 1999. These financial
statements are the responsibility of the General Partner. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Condev Land Fund II, Ltd. as
of December 31, 1999 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1999, in
conformity with generally accepted accounting principles.
OSBURN, HENNING AND COMPANY
Orlando, Florida
January 17, 2000
7
<PAGE>
CONDEV LAND FUND II, LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
December 31, 1999 and 1998
ASSETS 1999 1998
---------- ----------
Cash and cash equivalents $ 98,357 $ 94,530
Accounts receivable 69,023 3,347
Prepaid expense - 867
Deposit 200 -
Land, at cost (Note 2) 1,379,078 2,571,774
Loan costs, less accumulated amortization
of $13,093 and $5,940 in 1999 and 1998,
respectively 913 3,094
Organization costs, less accumulated
amortization of $15,285 and $10,390
in 1999 and 1998, respectively 3,087 7,982
---------- ----------
$1,550,658 $2,681,594
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accounts payable $ 180,533 $ 14,874
Mortgage note payable (Note 3) - 33,834
Deposits on Land 80,000 -
---------- ----------
260,533 48,708
Partners' capital (deficit):
General partner (4,014) (3,190)
Limited partners 1,294,139 2,636,076
---------- ----------
Total partners' capital 1,290,125 2,632,886
---------- ----------
$1,550,658 $2,681,594
========== ==========
The Notes to Financial Statements are an integral part of these statements.
8
<PAGE>
CONDEV LAND FUND II, LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
--------- --------- ---------
Revenue:
Gain on land sales $864,267 $ - $536,132
Interest income 3,626 4,675 10,022
Other income 5,484 2,075 43,500
-------- -------- --------
873,377 6,750 589,654
-------- -------- --------
Expenses:
Taxes and permits 9,735 14,065 10,159
Office expenses 17,425 18,547 18,746
Professional fees 14,764 12,964 32,738
Amortization 12,049 5,940 1,326
Interest expense 29,760 724 -
Other expenses 7,808 8,576 8,906
-------- -------- --------
91,541 60,816 71,875
-------- -------- --------
Net income (loss) $781,836 $(54,066) $517,779
======== ======== ========
The Notes to Financial Statements are an integral part of these statements.
9
<PAGE>
CONDEV LAND FUND II, LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
Years Ended December 31, 1999, 1998 and 1997
General Limited
Partner Partners Total
--------- ------------ ------------
Balances, December 31, 1996 $(2,465) $ 3,149,748 $ 3,147,283
Distributions - (978,110) (978,110)
Net income (loss) (184) 517,963 517,779
------- ----------- -----------
Balances, December 31, 1997 (2,649) 2,689,601 2,686,952
Net income (loss) (541) (53,525) (54,066)
------- ----------- -----------
Balances, December 31, 1998 (3,190) 2,636,076 2,632,886
Distributions - (2,124,597) (2,124,597)
Net income (loss) (824) 782,660 781,836
------- ----------- -----------
Balances, December 31, 1999 (4,014) $ 1,294,139 $ 1,290,125
======= =========== ===========
The Notes to Financial Statements are an integral part of these statements.
10
<PAGE>
CONDEV LAND FUND II, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------ ---------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 781,836 $(54,066) $ 517,779
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Gain on land sale (864,267) - (536,132)
Amortization 12,049 5,940 1,326
(Increase) decrease in accounts receivable (65,676) (3,347) 105
(Increase) decrease in prepaid expense 867 (867) -
Increase in deposits (200) - -
Increase (decrease) in accounts payable 165,659 9,054 1,401
Increase in deposits on land 80,000 - -
----------- -------- ----------
Net cash provided by (used in) operating
activities 110,268 (43,286) (15,521)
----------- -------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capitalized land related costs (554,718) (55,973) (15,719)
Proceeds from land sale, net of closing costs 2,207,874 - 1,008,463
----------- -------- ----------
Net cash provided by (used in) investing
activities 1,653,156 (55,973) 992,744
----------- -------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners (2,124,597) - (978,110)
Advances on mortgage note payable 515,000 24,800 -
Payments on mortgage note payable (150,000) - -
----------- -------- ----------
Net cash provided by (used in) financing
activities (1,759,597) 24,800 (978,110)
----------- -------- ----------
Net increase(decrease) in cash 3,827 (74,459) (887)
CASH AND CASH EQUIVALENTS, BEGINNING 94,530 168,989 169,876
----------- -------- ----------
CASH AND CASH EQUIVALENTS, ENDING $ 98,357 $ 94,530 $ 168,989
=========== ======== ==========
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
Loan costs added to note payable $ 4,972 $ 9,034 $ -
=========== ======== ==========
Pay-off of note payable in connection with land sale: $ 403,806 $ - $ -
=========== ======== ==========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
11
<PAGE>
CONDEV LAND FUND II, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Organization
------------
Condev Land Fund II, Ltd. (the Partnership) was formed on
December 16, 1987 pursuant to the provisions of the Florida
Revised Uniform Limited Partnership Act for the purpose of
acquiring and holding unimproved land in Central Florida for
investment. The Partnership was formed with an initial capital
contribution of $1,000 from the general partner, Condev
Associates, and the issuance of 29,798 units of limited
partnership interest at $250 per unit.
The terms of the partnership agreement provided that the
Partnership was to continue in existence until December 31, 1995.
However, the Partnership's operation will continue until all
investments of the Partnership are sold and proceeds distributed
to the partners.
Use of Estimates
----------------
In preparing the financial statements, management is required to
make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the financial
statements and revenues and expenses for the period. Actual
results could differ significantly from those estimates.
Organization Costs
------------------
The Partnership has capitalized all organization costs. Upon sale
of land, each parcel is allocated a portion of these costs based
on the ratio of total acquisition cost to the net proceeds of the
offering available to purchase properties for investment. No
amortization of organization costs was recorded during the year
ended December 31, 1998, as no sales occurred. In connection with
the sales of land during the years ended December 31, 1999 and
1997, amortization of organization costs amounted to $4,896 and
$1,326 which is reflected in the accompanying statements of
operations.
Land
----
Land, held for investment, is stated at the lower of cost or fair
value. Land is assessed for impairment when the Partnership
believes that events or changes in circumstances indicate that
its carrying amount may not be recoverable. Costs that clearly
relate to land development projects are capitalized. Interest
costs, real estate taxes and insurance are capitalized while
development is in progress. When development is complete, these
costs are expensed.
CONTINUED ON NEXT PAGE
12
<PAGE>
CONDEV LAND FUND II, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies - (Continued)
Loan Costs
----------
Loan costs are amortized over the period of the mortgage note
payable.
Income Taxes
------------
The Partnership functions as a conduit for income tax purposes.
As such, the Partnership files an information tax return on which
it allocates its revenue and expenses among the partners as
required by the partnership agreement. The partners are required
to report such items on their individual income tax returns.
Cash and Cash Equivalents
-------------------------
For purposes of the statement of cash flows, the Partnership
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Note 2. Land
At December 31, 1999 and 1998, land consisted of the following:
1999 1998
---------- ----------
8.659 acre parcel (zoned
commercial) in southeast Seminole
County, Florida (sold in 1999) $ - $ 828,094
91.79 and 111.64 acre parcel in 1999
and 1998, respectively,(zoned PUD)
in Lake County, Florida 1,379,078 1,743,680
---------- ----------
$1,379,078 $2,571,774
========== ==========
At December 31, 1999, the Partnership has contracts totaling
$2,300,000 for all remaining parcels of land, which are scheduled to
close in 2000.
13
<PAGE>
CONDEV LAND FUND II, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Note 3. Mortgage Note Payable
The Partnership has a $500,000 line of credit with Citrus Bank.
This line of credit, which is collateralized by the land and
improvements in Lake County, Florida, is due on demand, interest
on borrowings is charged at a variable rate of prime plus .5%,
and is payable monthly. At December 31, 1999, there was no
balance owed on this line of credit.
The interest incurred and expensed on the line of credit was
$29,760 and $724 for the years ended December 31, 1999 and 1998,
respectively.
Note 4. Allocations and Distributions to Partners
Operations (excluding land sales)
--------------------------------
Pursuant to the partnership agreement, cash flow and profits and
losses from operations are allocated and distributed 99% to the
limited partners and 1% to the general partner. No distributions
attributable to cash flow were made during the years ended
December 31, 1999, 1998 or 1997.
Allocations and Distributions to Partners - (Continued)
Land sales
----------
With respect to disposition of parcels of land, the allocations
and distributions shall be made as follows:
1. To the limited partners, an amount equal to the
Partnership's cost of the parcel disposed of.
2. To the limited partners, an amount equal to real estate
taxes, and organization and syndication expenses allocable
to the parcel disposed of.
3. To the limited partners, an amount equal to 10% per year
non-compounded return on such distributions minus previous
distributions of cash flows.
4. To the general partner and limited partners, 20% and 80%,
respectively, of the net cash proceeds after the above
distributions.
CONTINUED ON NEXT PAGE
14
<PAGE>
CONDEV LAND FUND II, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Note 4. Allocations and Distributions to Partners - (Continued)
Land sales (Continued)
----------
For purposes of making the above described computations, the
Partnership books will be deemed to close as of the month-end closest
to the date of sale.
The limited partners received distributions of $2,124,597, $-0-, and
$978,110 attributable to net cash proceeds from the sales of land
during the years ended December 31, 1999, 1998 and 1997, respectively.
Note 5. Related Party Transactions
The partnership agreement permits the general partner or its
affiliates to receive an acquisition fee or a real estate commission
from sellers in an amount not to exceed 5% of the gross purchase price
of land purchased by the Partnership, so long as the total acquisition
fee, including that paid to unaffiliated parties, does not exceed 10%
of the gross purchase price. No acquisition fees were paid during the
years ended December 31, 1999, 1998 or 1997, as no properties were
purchased.
When properties are sold, an affiliate of the general partner may be
paid real estate commissions in amounts customarily charged by others
rendering similar services, with such commissions, plus commissions
paid to nonaffiliates, not to exceed 10% of the gross sales price. In
connection with the two land sales in 1999, commissions paid, all to
nonaffiliates, amounted to 10%. No real estate commissions were paid
during 1998 with respect to sales, as no sales occurred. In connection
with the two land sales in 1997, commissions paid, all to
nonaffiliates, amounted to 10% and 5%, respectively.
The general partner is obligated to loan up to $100,000 to the
Partnership during its term to meet working capital requirements. No
such loans were made to the Partnership during the years ended
December 31, 1999, 1998 or 1997.
The general partner earned certain fees for administration and
management services provided, pursuant to the partnership agreement.
Such fees amounted to $12,084 for the years ended December 31, 1999,
1998 and 1997, respectively.
15
<PAGE>
Item 9.
Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure:
--------------------
There were no disagreements on accounting and financial disclosures
required to be disclosed by Item 304 of Regulation S-K.
PART III
Item 10.
Directors and Executive Officers of the Registrant
--------------------------------------------------
(a) The Registrant does not have a Board of Directors. Condev
Associates, A Florida general partnership consisting of Messrs. Robert
N. Gardner and Joseph J. Gardner, is the General Partner of the
Partnership.
(b), (c), (d) and (e)
Robert N. Gardner and Joseph J. Gardner are brothers. The background
and experience of the partners of the General Partner are as follows:
Robert N. Gardner, age 65 has been president, a director and
-----------------
shareholder of Condev Corporation and it's predecessors since 1961. A
Florida licensed real estate broker and Class A Contractor, he serves
on the boards of directors of NationsBank of Central Florida, N.A.,
and Schroeder-Manatee, Inc.
Joseph J. Gardner, age 62 has been an officer, a director and
-----------------
shareholder of Condev Corporation and its predecessors since 1961.
Prior to joining Condev Corporation, he was employed in the land
department of Continental Oil Company. Mr. Gardner is a director of
Protection One, Inc. and is a licensed real estate broker.
Condev Corporation, which has its offices located at the same address
of the General Partner and Partnership, has been operating in the
Florida real estate market since 1961. It has two active affiliates.
PCD, Inc. is a development company specializing in horizontal land
development. Condev Realty, Inc. is a Florida licensed real estate
broker which concentrates on site acquisition, land assemblage and
land investment.
Item 11.
Executive Compensation
----------------------
(a), (b), (c) and (d)
The Registrant has not paid and does not plan to pay any executive
compensation to the General Partners or their affiliates.
Item 12.
Security Ownership of Certain Beneficial Owners and Management:
--------------------------------------------------------------
(a) The following is a list of persons who are known to the
Registrant to be the beneficial owners of more than 5% of the total
units outstanding as of December 31, 1999:
NONE
(b) The following is a list of units beneficially owned by all
partners of the General Partner as of December 31, 1999:
NONE
(c) There are no arrangements known to the registrant, including any
pledge by any person of security of the registrant or any of its
parents or affiliates, the operation of which may at a subsequent date
result in a change in control of the registrant.
16
<PAGE>
Item 13.
Certain Relationships and Related Transactions
----------------------------------------------
(a) and (b)
The Partnership Agreement provides for the reimbursement to the
General Partner for direct administrative expenses incurred in the
operation of the Partnership. Such fees amounted to $12,084 for the
years ended December 31, 1999, 1998, and 1997, respectively.
The Partnership Agreement permits the general partner or an affiliate
to receive an acquisition fee or a real estate commission from sellers
in an amount not to exceed 5% of the gross purchase price of land
purchased by the Partnership so long as the total acquisition fee,
including that paid to unaffiliated parties, does not exceed 10% of
the gross purchase price. No acquisition fees were paid to the General
Partner during 1999, 1998, or 1997, as no properties were acquired
during these years.
When properties are sold, under certain circumstances, an affiliate of
the General Partner may be paid real estate commissions in amounts
customarily charged by others rendering the same services not to
exceed 10% of the gross sales price. No real estate commissions were
paid to the General Partner or any affiliate of the General Partner
during the years ended December 31, 1999, 1998 or 1997.
The General Partner is obligated to loan up to $100,000 to the
Partnership during its term to meet working capital requirements. No
such loans were made to the Partnership during the years ended
December 31, 1999, 1998, or 1997.
(c) No management person is indebted to the Registrant.
(d) Not applicable.
17
<PAGE>
PART IV
Item 14.
Exhibits, Financial Statement Schedules and Reports on Form 8-K:
---------------------------------------------------------------
(a)(1) The following financial statements and supplementary data are
included in Part II Item 8:
Page
Independent Auditor's Report 7
Financial Statements
Balance Sheets - December 31, 1999 and 1998 8
Statements of Operations - Years ended
December 31, 1999, 1998 and 1997 9
Statements of Partners' Capital -
Years ended December 31, 1999, 1998 and 1997 10
Statements of Cash Flows -
Years ended December 31, 1999, 1998 and 1997 11
Notes to Financial Statements 12-15
(3) Exhibits included herein:
13 - Annual Report to Limited Partners 20
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant during
the last quarter of the period covered by this report.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CONDEV ASSOCIATES, General Partner
Date: February 24, 2000 By: /s/ Robert N. Gardner
-------------------- ----------------------------
Robert N. Gardner, Partner
Date: February 24, 2000 By: /s/ Joseph J. Gardner
-------------------- ----------------------------
Joseph J. Gardner, Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
CONDEV ASSOCIATES, General Partner
/s/ Robert N. Gardner February 24, 2000
- --------------------------------- --------------------------
Robert N. Gardner, Partner Date
/s/ Joseph J. Gardner February 24, 2000
- --------------------------------- --------------------------
Joseph J. Gardner, Partner Date
19
<PAGE>
February 7, 2000
Condev Land Fund II, Ltd.
1999 Annual Report
Dear Limited Partner:
Enclosed is your Schedule K-1 (Form 1065) relating to the Partnership's
operations for the year ended December 31, 1999. If your investment is held by a
custodian, the K-1 is for information purposes only. A copy of this form has
been sent to your custodian.
The financial statements of the Partnership for the year ending December 31,
1999 are on the reverse side hereof. There were two sales of Partnership
property during 1999. The sale of the property located at Alafaya Trail and
McCulloch Road in Seminole County, Florida was concluded in July. A total of
$923,728 or $31 per unit was distributed to limited partners on August 6. The
sale of the 20-acre commercial tract in the Glenbrook Planned Development was
closed on December 23, 1999, and net proceeds of $1,200,859 or $40.30 per unit
were distributed to limited partners on December 29, 1999. Both of these sales
have been described in prior reports. As of December 31, 1999, the net asset
value (book value) per unit of limited partner interest was $40.30. The
Partnership owns one remaining property.
Glenbrook P.U.D.. This property, located on US Highway 27 just north of State
- ----------------
Road 192 in Lake County, Florida, consists of two parcels: multi-family, and
single-family. The multi-family parcel closed in escrow on January 31, 2000.
Because of the unique practices of the Florida Housing Finance Authority,
funding of the closed transaction will not occur until some time in February,
2000. The closing of the 71-acre single family site has been reset again, and is
now scheduled for February 29, 2000. In both of these cases, the Partnership is
being compensated for the extension of closing dates.
If these two contracts close as expected, all liabilities of the Partnership
will be paid and a final distribution to limited partners will be made shortly
thereafter. The Partnership will then be terminated
Please feel free to contact the Investor Relations office if you have any
questions or would like additional information concerning your investment.
Sincerely yours,
CONDEV ASSOCIATES
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 98,357 94,530
<SECURITIES> 0 0
<RECEIVABLES> 69,023 3,347
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 200 867
<PP&E> 1,379,078 2,681,594
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,550,658 2,681,594
<CURRENT-LIABILITIES> 260,533 48,708
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 1,290,125 2,632,886
<TOTAL-LIABILITY-AND-EQUITY> 1,550,658 2,681,594
<SALES> 0 0
<TOTAL-REVENUES> 873,377 6,750
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 61,781 60,092
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 27,760 724
<INCOME-PRETAX> 781,836 (54,066)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 781,836 (54,066)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 781,836 (54,066)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
